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RNS Number : 2567M Pearson PLC 26 April 2024
26 April 2024
Pearson plc
("Pearson" or the "Company")
Results of Annual General Meeting 2024
Pearson plc held its annual general meeting ("AGM") at 10:30am today. All
resolutions set out in the Company's Notice of Annual General Meeting dated 22
March 2024 were proposed and approved on a poll.
The table below shows the results of the poll for each resolution. As at
6.30pm on 24 April 2024, the Company's issued share capital was 677,149,080
ordinary shares of 25p each. The Company does not hold any ordinary shares in
Treasury. Therefore, the total voting rights in the Company were 677,149,080.
The proportion of the Company's issued share capital represented by those
votes cast is approximately 78.67%.
Resolution For and Discretionary % votes cast For and Discretionary Against % votes Total votes cast (excluding votes withheld) % of issued capital voted Withheld/
cast Against Abstentions*
1 To receive the 2023 report and accounts 532,283,221 100.00 23,678 0.00 532,306,899 78.61% 544,391
2 To declare a final dividend 529,741,526 99.44 2,973,439 0.56 532,714,965 78.67% 136,325
3 To elect Omar Abbosh 532,595,830 99.99 78,135 0.01 532,673,965 78.66% 177,325
4 To elect Alison Dolan 527,964,849 99.62 2,007,403 0.38 529,972,252 78.27% 2,879,038
5 To elect Alex Hardiman 532,496,370 99.98 99,161 0.02 532,595,531 78.65% 255,759
6 To re-elect Sherry Coutu 382,610,095 71.84 149,982,078 28.16 532,592,173 78.65% 259,114
7 To re-elect Sally Johnson 531,767,588 99.84 854,771 0.16 532,622,359 78.66% 228,931
8 To re-elect Omid Kordestani 532,371,583 99.96 235,715 0.04 532,607,298 78.65% 243,992
9 To re-elect Esther Lee 526,874,645 98.92 5,736,349 1.08 532,610,994 78.65% 240,296
10 To re-elect Graeme Pitkethly 532,519,714 99.98 87,332 0.02 532,607,046 78.65% 244,244
11 To re-elect Annette Thomas 526,855,422 98.92 5,754,503 1.08 532,609,925 78.65% 241,365
12 To re-elect Lincoln Wallen 532,531,469 99.98 86,810 0.02 532,618,279 78.66% 233,011
13 To approve the annual remuneration report 371,925,459 69.83 160,714,355 30.17 532,639,814 78.66% 211,473
14 To approve the Save for Shares Plan rules 526,367,952 99.07 4,935,474 0.93 531,303,426 78.46% 1,547,864
15 To re-appoint the auditors 528,909,748 99.29 3,794,814 0.71 532,704,562 78.67% 146,728
16 To determine the remuneration of the auditors 532,652,669 99.99 54,499 0.01 532,707,168 78.67% 144,122
17 To authorise the company to allot ordinary shares 506,780,261 95.16 25,800,102 4.84 532,580,363 78.65% 270,927
18 To waive the pre-emption rights 527,054,589 99.50 2,637,639 0.50 529,692,228 78.22% 3,159,062
19 To waive the pre-emption rights - additional percentage 523,328,874 98.80 6,356,325 1.20 529,685,199 78.22% 3,166,091
20 To authorise the company to purchase its own shares 528,689,730 99.26 3,954,616 0.74 532,644,346 78.66% 206,944
21 To approve the holding of general meetings on 14 clear days' notice 512,647,675 96.23 20,068,341 3.77 532,716,016 78.67% 135,274
* Votes withheld are not legal votes.
In accordance with the Listing Rules, copies of the resolutions that do not
constitute ordinary business at an annual general meeting will shortly be
available for inspection at the National Storage Mechanism which is located
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
The Board appreciates the support shown by the majority of shareholders for
the resolutions at today's AGM, and it notes the outcome of the voting on
resolutions 6 and 13, both related to remuneration.
While we welcome the support of over two thirds of our shareholders on
resolutions 6 and 13, we remain committed to retaining a constructive and
positive dialogue on this issue. As such we will continue to actively engage
to understand all shareholder views.
The Board is committed to ensuring Pearson has an executive remuneration
structure that allows us to be competitive in the global talent market and
ensures strong alignment between pay and performance. We also remain very
supportive of the Chair of our Remuneration Committee and are grateful for the
extensive work the Committee has done to engage shareholders on our wider
remuneration policy.
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